UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.

SECURITIES EXCHANGE ACT OF 1934
Rel. No. 51712 / May 19, 2005

ADMINISTRATIVE PROCEEDING
File No. 3-11537

In the Matter of

RICHARD S. KERN

and

CHARLES WILKINS

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NOTICE THAT INITIAL DECISION HAS BECOME FINAL

The time for filing a petition for review of the initial decision in this proceeding has expired. No such petitions have been filed with respect to Richard S. Kern and Charles Wilkins and the Commission has not chosen to review the decision as to them on its own initiative.

Accordingly, notice is hereby given, pursuant to Rule 360(e) of Commission's Rules of Practice, that the initial decision of the administrative law judge* has become the final decision of the Commission with respect to Richard S. Kern and Charles Wilkins. The order contained in that decision barring Kern and Wilkins from participating in an offering of any penny stock is hereby declared effective.

For the Commission by the Office of the General Counsel, pursuant to delegated authority.